EXHIBIT 10.10
FLOWERS FOODS, INC
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EFFECTIVE AS OF MARCH 26, 2001
FLOWERS FOODS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(EFFECTIVE MARCH 26, 2001)
WHEREAS, Flowers Foods, Inc. ("Company") has, effective as of March 26,
2001, assumed the sponsorship of, and adopted for the benefit of certain
employees of the controlled group of corporations of which Flowers Foods, Inc.
is the common parent corporation, the Flowers Foods, Inc. Retirement Plan No. 1
("Pension Plan"); and
WHEREAS, certain provisions of the Internal Revenue Code of 1986, as
amended, place limitations on the amount of benefits that would otherwise be
made available under the Pension Plan for certain participants; and
WHEREAS, the Company desires to provide the benefits which would
otherwise have been payable to such participants under the Pension Plan except
for such limitations, in consideration of services performed and to be performed
by such participants for the Company and certain related corporations.
NOW, THEREFORE, the Company hereby adopts the following Supplemental
Executive Retirement Plan ("Plan") to provide such benefits:
ARTICLE I
PREAMBLE
SECTION 1.1. Effective Date. The effective date of this Plan is March
26, 2001.
SECTION 1.2. Purpose of the Plan. The purpose of this Plan is to
provide additional retirement benefits for certain management and highly
compensated employees of the Company (and other participating Employers).
SECTION 1.3. Governing Law. This Plan shall be regulated, construed and
administered under the laws of the State of Georgia, except when preempted by
federal law.
SECTION 1.4. Gender and Number. For purposes of interpreting the
provisions of this Plan, the masculine gender shall be deemed to include the
feminine, the feminine gender shall be deemed to include the masculine, and the
singular shall include the plural, unless otherwise clearly required by the
context.
SECTION 1.5. Severability. If any provision of this Plan or the
application thereof to any circumstances(s) or person(s) is held to be invalid
by a court of competent jurisdiction, the remainder of the Plan and the
application of such provision to other circumstances or persons shall not be
affected thereby.
ARTICLE II
DEFINITIONS
SECTION 2.1. Words and phrases used herein with initial capital letters
which are defined in the Pension Plan are used herein as so defined, unless
otherwise specifically defined herein or the context clearly indicates
otherwise. The following words and phrases when used in this Plan with initial
capital letters shall have the following respective meanings, unless the context
clearly indicates otherwise:
SECTION 2.1(1). "Actual Pension Plan Benefit" shall mean the amount of
the monthly benefit in fact payable to the Participant or his Beneficiary under
the Pension Plan.
SECTION 2.1(2). "Beneficiary".
(a) In General. The term "Beneficiary" shall mean the person who
is entitled to receive part or all of a pension or other benefit payable with
respect to the Participant under the Pension Plan.
(b) Change of Beneficiaries. Notwithstanding the foregoing, each
Participant may at any time and from time to time, before and after retirement,
change his Beneficiary hereunder without the consent of any existing Beneficiary
or any other person. Therefore, the Beneficiary under the Plan need not be the
same as the Beneficiary under the Pension Plan. However, as described in
Subsection (c) of this Section, the Beneficiary under the Pension Plan shall be
used as the "measuring life" for purposes of the amount and duration of the
Supplemental Pension Benefits payable to any Beneficiary hereunder. The change
of a Beneficiary under the Plan may be made, and may be revoked, only by an
instrument (in form acceptable to the Company) signed by the Participant and
filed with the Company prior to the Participant's death. If two or more persons
designated as a Participant's Beneficiary are in existence, the amount of any
payment to the Beneficiary under this Plan shall be divided equally among such
persons unless the Participant's designation specifically provides to the
contrary.
(c) Effect of Change of Beneficiary. Supplemental Pension Benefits
shall be payable to a Beneficiary hereunder only so long as Actual Pension Plan
Benefits are being paid to the Beneficiary under the Pension Plan. In the event
that the Beneficiary hereunder is different than the Beneficiary under the
Pension Plan, (i) if the Beneficiary hereunder dies after the Participant but
while the Beneficiary under the Pension Plan is still living, any remaining
payments hereunder shall be payable, as they come due, to the estate of the
Beneficiary hereunder or, if applicable, to the contingent Beneficiary
designated hereunder by the Participant, (ii) if the Beneficiary hereunder
predeceases the Beneficiary under the Pension Plan and the Participant, the
Beneficiary hereunder shall revert to the Beneficiary last effectively
designated under the Pension Plan unless and until the Participant again makes a
change of Beneficiary pursuant to Subsection (b) above, and (iii) if the
Beneficiary under the Pension Plan predeceases the Beneficiary hereunder,
Supplemental Pension Benefits to the Beneficiary under this Plan shall cease.
SECTION 2.1(3). "Change in Control" with respect to the Company shall
mean the occurrence of any of the following events:
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(i) the Company becomes a subsidiary of another
corporation or entity or is merged with or consolidated into another
corporation or entity (other than a corporation wholly owned by the
Company) or sells substantially all of the assets of the Company to
another corporation or entity;
(ii) any person, corporation, partnership or other entity,
either alone or in conjunction with its "affiliates" as that term is
defined in Rule 405 of the General Rules and Regulations under the
Securities Act of 1933, as amended, or any other group of persons,
corporations, partnerships or other entities who are not "affiliates"
as defined but who are acting in concert, are determined to own of
record or beneficially securities of the Company which represent
twenty-five percent (25%) or more of the combined voting power of the
Company's then outstanding securities entitled to vote for the election
of directors, if such ownership was not approved in advance by a vote
of at least three-quarters of the Continuing Directors; provided,
however, that for purposes of determining the ownership of any group as
described above or any member thereof, no such group or member shall be
deemed to be the beneficial owner of shares of Company common stock:
(1) which were beneficially owned by a member on
March 26, 2001 and continue to be beneficially owned by any
member or any affiliate or associate thereof as of the date of
the formation of the group;
(2) initially acquired by a member or an
affiliate or associate thereof by bona fide gift, inheritance,
or as a result of a stock dividend, split or in a similar
transaction in which no consideration was exchanged;
(3) initially acquired by a member or an
affiliate or associate thereof pursuant to the exercise of any
options, rights or warrants granted to such person by the
Company; or
(4) beneficially owned by a member or an
affiliate or associate thereof pursuant to any employee
benefit plan of the Company or any subsidiary of the Company;
(iii) the first to occur of (x) the Board of Directors'
actual knowledge of, or (y) the reporting to the Securities and
Exchange Commission of, the tender, pursuant to a tender offer or
exchange offer other than by the Company, of shares representing
twenty-five percent (25%) or more of the Company's then outstanding
securities entitled to vote for the election of directors, whether or
not such percentage of tendered securities is subsequently reduced;
(iv) the Board of Directors of the Company adopts a
resolution approving the liquidation or dissolution of the Company;
(v) Continuing Directors at any time fail to constitute a
majority of the Board of Directors of the Company; or
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(vi) any other event that a majority of the Continuing
Directors determines would be required to be reported in response to
Item 6(e) [Voting Securities and Principal Holders Thereof - change in
control] of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"), or any successor
provision thereof.
For purposes of this Section 2.1(3), the term "Continuing Directors"
means the then current members of the Company's Board of Directors who were also
members of the Company's Board of Directors on March 26, 2001, plus any new
directors whose nominations were approved by at least three quarters of the
Continuing Directors in office at the time of the election of any such new
directors, other than a nomination of an individual whose initial assumption of
office is in connection with an actual or threatened solicitation with respect
to the "election or removal of the Board of Directors," as such terms are used
in Rule 14a-11 of the Exchange Act.
SECTION 2.1(4). "Code" shall mean the Internal Revenue Code of 1986, as
it has been and may be amended from time to time.
SECTION 2.1(5). "Compensation." Compensation shall mean "Compensation"
as defined in Article I of the Pension Plan, except that Compensation shall not
be subject to the dollar limitation imposed by Code Section 401(a)(17).
SECTION 2.1(6). "Controlled Group" shall mean the Company and any other
entity which is required to be aggregated with the Company pursuant to Code
sections 414(b), (c), (m) or (o).
SECTION 2.1(7). "Employer(s)" shall mean the Company and/or any other
member of the Controlled Group which is a participating employer in the Pension
Plan.
SECTION 2.1(8). "Participant" shall mean each person who shall be
eligible to receive benefits from the Plan, as follows: those individuals who
are or have been active participants in the Pension Plan on and after March 26,
2001 (i.e., individuals who have continued to accrued benefits on and after
March 26, 2001) and who are entitled, pursuant to the provisions of the Pension
Plan, to a pension benefit which is less than the pension benefit that would be
payable under the Pension Plan if such pension benefit were computed without
regard to:
(1) the provisions of the Pension Plan that
limit benefits to the maximum amount permitted under Code
section 415;
(2) the terms of the Pension Plan which limit
the maximum amount of compensation permitted to be taken into
account in any plan year in accordance with the provisions of
Code section 401(a)(17), as adjusted pursuant to Code section
415(d); or
(3) the provisions of the Pension Plan which
limit the benefit accruals of certain Highly Compensated
Employees so that the Pension Plan will meet the
nondiscrimination test of Code section 410(b).
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The determination of said eligibility shall be made as of the
date that said person commences to receive benefits from the
Pension Plan, or for purposes of Section 6.3, at the time of a
Change in Control of the Company.
SECTION 2.1(9). "Pension Plan" shall mean the Flowers Foods, Inc.
Retirement Plan No. 1.
SECTION 2.1(10). "Plan" shall mean the Flowers Foods, Inc. Supplemental
Executive Retirement Plan, as set forth herein, and as it may be amended from
time to time.
SECTION 2.1(11). "Supplemental Pension Benefit" shall mean the pension
benefits determined under Article III.
ARTICLE III
SUPPLEMENTAL PENSION BENEFIT
SECTION 3.1. Amount of Supplemental Pension Benefit.
(1) In General. Each Participant or Beneficiary of a deceased
Participant whose benefits under the Pension Plan are payable on or after the
Effective Date shall be entitled to a Supplemental Pension Benefit, which shall
be determined as hereinafter provided.
(2) Amount. The Supplemental Pension Benefit shall be a monthly
retirement benefit determined in accordance with the following formula:
A minus B minus C where
"A" equals the amount of the monthly benefit to which the
Participant would have been entitled, based upon the form in
which said benefit is to be paid under the Pension Plan and
the nature thereof, at the time benefits commence to be paid
to such person, pursuant to the provisions of the Pension Plan
if such benefit were computed without regard to:
(1) the limitation on the maximum amount of said
benefits imposed by Code section 415;
(2) the limitation imposed by Code section
401(a)(17) (as adjusted pursuant to Code section
415(d)) on the maximum amount of compensation
permitted to be taken into account in any plan year;
(3) any limitation on the benefit accruals of
certain Highly Compensated Employees applied so that
the Pension Plan will meet the nondiscrimination test
of Code section 410(b); and
(4) without regard to the reduction in
pensionable compensation equal to the amount of
compensation deferred by said Eligible Person
pursuant to the Flowers Industries, Inc. 1993
Executive
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Deferred Compensation Plan or to the Company's
Executive Deferred Compensation Plan; and
as if any amounts of compensation deferred by such
Participant under the Executive Deferred Compensation Plan
in a Plan Year of the Pension Plan were taken into account
in computing benefits accrued under the Pension Plan for
such Plan Year, and
"B" is the Actual Pension Plan Benefit and is equal to
the amount of the monthly benefit payable in said
form, to which the Eligible Person is in fact
entitled (i) at the time benefits commence to be paid
to said person pursuant to the provisions of the
Pension Plan or (ii) from time to time hereafter as
said benefit may increase from time to time
thereafter because of adjustments to the limitations
described below, taking into consideration:
(1) the limitations on the maximum
amount of said benefits imposed by Code
Section 415;
(2) the limitation imposed by Code
section 401(a)(17) (as adjusted pursuant to
Code section 415(d)) on the maximum amount
of compensation taken into account in any
plan year;
(3) any limitation on the benefit
accruals of certain Highly Compensated
Employees applied so that the Pension Plan
will meet the nondiscrimination test of Code
section 410(b); and
(4) the reduction in pensionable
compensation resulting from any deferral of
income made by said Eligible Person pursuant
to the Flowers Industries, Inc. 1993
Executive Deferred Compensation Plan or the
Company's Executive Deferred Compensation
Plan;
"C" equals the amount of the monthly benefit payable (in
the form payable under the Pension Plan) attributable
to the monthly accrued benefit under the Flowers
Industries, Inc., Supplemental Executive Retirement
Plan ("FII SERP") as of March 26, 2001, that was paid
to the Participant in a lump sum in connection with
the termination of the FII SERP. The monthly accrued
benefit amounts under the FII SERP as of March 26,
2001 for purposes of this "C" are set forth for each
applicable Participant in Exhibit A.
(3) Effect of QDRO. In the event that any portion of a
Participant's benefit under the Pension Plan is allocated to an alternate payee
pursuant to the terms of a qualified domestic relations order, the Participant's
Supplemental Pension Benefit hereunder shall be calculated without taking into
account such allocation. In no event may an alternate payee receive a
distribution or an allocation of any portion of a Supplemental Pension Benefit
hereunder.
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(4) Withholding/Taxes. To the extent required by
applicable law, the Employers shall withhold from the Supplemental Pension
Benefits (or, if applicable, any other payments due to the Participant or
Beneficiary) any taxes required to be withheld with respect to the Supplemental
Pension Benefits by any federal, state or local government.
SECTION 3.2. Time and Manner of Payment.
(1) In General. A Participant's (or Beneficiary's) Supplemental
Pension Benefit shall commence at the same time and under the same conditions as
the benefits payable to the Participant (or Beneficiary) under the Pension Plan.
The Supplemental Pension Benefit shall be payable in the same form and for the
same duration as the benefits payable to the Participant (or Beneficiary) under
the Pension Plan.
(2) Cash-Out of Small Benefits. Notwithstanding the foregoing, if
the present value of a Participant's or Beneficiary's Supplemental Pension
Benefit hereunder at the time of the Participant's termination of employment
with the Flowers Foods, Inc. Controlled Group is $10,000 or less, such Benefit
shall be paid as soon as practicable following such termination in a lump sum
that is the Actuarial Equivalent of such Benefit. Such $10,000 amount shall be
calculated using the provisions of the Pension Plan relating to the
determination of Actuarially Equivalent amounts.
SECTION 3.3. Liability for Payment.
(1) The Employer by which the Participant was employed at the time
of his termination of employment with the Controlled Group shall pay the
Supplemental Pension Benefit to the Participant and/or his Beneficiary, but such
Employer's liability hereunder shall be limited to its proportionate share of
such Supplemental Pension Benefit, determined as hereinafter provided. If the
benefits payable to the Participant and/or his Beneficiary under the Pension
Plan are based on the Participant's employment with more than one Employer, the
amount of the Supplemental Pension Benefit shall be shared by all such Employers
(by reimbursement to the Employer making such payment) as may be agreed to
between them in good faith, taking into consideration the Participant's Years of
Benefit Service and Compensation paid by each such Employer and as will permit
the deduction (for purposes of federal income taxes) by each such Employer of
its portion of the payments made and to be made hereunder.
(2) The liabilities of the Employers hereunder shall be several
liabilities and no Employer shall be liable for the default of any other
Employer hereunder, even though it has, for convenience of administration,
agreed to pay directly to the Participant or Beneficiary the entire Supplemental
Pension Benefit as provided in Subsection (1) of this Section.
ARTICLE IV
VESTING
SECTION 4.1. Vesting. A Participant shall become vested in his
Supplemental Pension Benefit in accordance with the vesting provisions set forth
in Article III of the Pension Plan.
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ARTICLE V
MISCELLANEOUS
SECTION 5.1. Limitation on Rights of Participants and Beneficiaries -
No Lien. This Plan is an unfunded, nonqualified plan and the entire cost of this
Plan shall be paid from the general assets of one or more of the Employers. No
trust has been established for the Participants or Beneficiaries. No liability
for the payment of benefits under the Plan shall be imposed upon any officer,
director, employee, or stockholder of an Employer. Nothing contained herein
shall be deemed to create a lien in favor of any Participant or Beneficiary on
any assets of any Employer. The Employers shall have no obligation to purchase
any assets that do not remain subject to the claims of the creditors of the
Employers for use in connection with the Plan. Each Participant and Beneficiary
shall have the status of a general unsecured creditor of the Employers and shall
have no right to, prior claim to, or security interest in, any assets of the
Company or any Employer.
SECTION 5.2. Nonalienation. No right or interest of a Participant or
his Beneficiary under this Plan shall be anticipated, assigned (either at law or
in equity) or alienated by the Participant or his Beneficiary, nor shall any
such right or interest be subject to attachment, garnishment, levy, execution or
other legal or equitable process or in any manner be liable for or subject to
the debts of any Participant or Beneficiary. If any Participant or Beneficiary
shall attempt to or shall alienate, sell, transfer, assign, pledge or otherwise
encumber his benefits under the Plan or any part thereof, or if by reason of his
bankruptcy or other event happening at any time such benefits would devolve upon
anyone else or would not be enjoyed by him, then the Company may terminate his
interest in any such benefit and hold or apply it to or for his benefit or the
benefit of his spouse, children or other person or persons in fact dependent
upon him, or any of them, in such a manner as the Company may deem proper;
provided, however, that the provisions of this sentence shall not be applicable
to the surviving Spouse of any deceased Participant if the Company consents to
such inapplicability, which consent shall not unreasonably be withheld.
SECTION 5.3. Employment Rights. Employment rights shall not be enlarged
or affected hereby. The Employers shall continue to have the right to discharge
a Participant, with or without cause.
SECTION 5.4. Participating Affiliates. Any member of the Controlled
Group that has adopted the Pension Plan shall be an Employer hereunder if it has
employees who are Participants in this Plan. An Employer that ceases to exist or
that is no longer a member of the Controlled Group shall automatically cease
being a participating Employer hereunder.
SECTION 5.5. Administration of Plan.
(1) The Administrative Committee designated under the Pension Plan
(the "Committee") shall be responsible for the general administration of the
Plan and for carrying out the provisions hereof and, for purposes of the
Employee Retirement Income Security Act of 1974, as amended, the Company shall
be the plan sponsor and the plan administrator. The Committee shall interpret
where necessary, in its reasonable and good faith judgment, the provisions of
the Plan and, except as otherwise provided in the Plan, shall determine the
rights
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and status of Participants and Beneficiaries hereunder (including,
without limitation, the amount of any Supplemental Pension Benefit to which a
Participant or Beneficiary may be entitled under the Plan).
(2) Notwithstanding the foregoing, the Board of Directors of the
Company and the Company each may, from time to time, delegate all or part of the
administrative powers, duties and authorities delegated to it under this Plan to
such person or persons, office or committee as it shall select.
SECTION 5.6. Expenses. The Employers shall pay all expenses incurred in
the administration and operation of the Plan.
SECTION 5.7. Claims Procedure.
(1) Whenever there is denied, whether in whole or in part, a claim
for benefits under the Plan filed by any person (herein referred to as the
"Claimant"), the Committee shall transmit a written notice of such decision to
the Claimant, within 90 days after such claim was filed (plus an additional
period of 90 days if required for processing, provided that notice of the
extension of time is given to the Claimant within the first 90 day period),
which notice shall be written in a manner calculated to be understood by the
Claimant and shall contain the specific reasons for the denial of the claim,
specific references to the provisions of the Plan upon which the denial is
based, a description of any additional information necessary for the Claimant to
perfect the claim and an explanation of the review procedures hereinafter set
forth. If a Claimant does not receive any such notice within 90 days after the
date of filing the claim, his claim shall be deemed to have been denied.
(2) Within 60 days after the denial of his claim, the Claimant or
his authorized representative may request that the claim denial be reviewed by
filing with the Committee a written request therefor. If such an appeal is so
filed within such 60 day period, the Committee shall designate a named fiduciary
to conduct a full and fair review of the decision denying the Claimant's claim
for benefits. Within 60 days after the date the request for review was filed
(plus an additional period of 60 days if required for processing, provided that
notice of the extension of time is given to the Claimant within the first 60 day
period), the named fiduciary shall render its written decision on review,
written in a manner calculated to be understood by the Claimant, specifying the
reasons and Plan provisions upon which its decision was based. Such decision
shall, to the extent permitted by law, be final and binding on all interested
persons. During such review, the Claimant shall be given the opportunity to
review documents that are pertinent to his claim and to submit issues and
comments in writing. If the decision on review is not furnished within such
60-day or 120-day period, as the case may be, the claim shall be deemed to have
been denied on review.
SECTION 5.8. Effect on other Benefits. Benefits payable to or with
respect to a Participant under the Pension Plan or any other Employer sponsored
(qualified or nonqualified) plan, if any, are in addition to those provided
under this Plan, except as specifically provided in such other plans.
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SECTION 5.9. Payment to Guardian. If a benefit payable hereunder is
payable to a minor, to a person declared incompetent or to a person incapable of
handling the disposition of his property, the Committee may direct payment of
such benefit to the guardian, legal representative or person having the care and
custody of such minor, incompetent or person. The Committee may require such
proof of incompetency, minority, incapacity or guardianship as it may deem
appropriate prior to distribution of the benefit. Such distribution shall
completely discharge the Employers from all liability with respect to such
benefit.
ARTICLE VI
AMENDMENT AND TERMINATION
SECTION 6.1. Amendment. Subject to the requirements of Section 6.4(1),
the Committee does hereby reserve the right to amend, at any time, any or all of
the provisions of the Plan for all Employers, without the consent of any other
Employer or any Participant, Beneficiary or any other person. Any such amendment
shall be expressed in an instrument executed by a member of the Committee and
shall become effective as of the date designated in such instrument or, if no
such date is specified, on the date of its execution.
SECTION 6.2. Termination.
(1) Subject to the requirements of Section 6.4(1), the Company
does hereby reserve the right to terminate the Plan at any time for any or all
Employers, without the consent of any other Employer or of any Participant,
Beneficiary or any other person. Such termination shall be expressed in an
instrument executed by an officer of the Company and shall become effective as
of the date designated in such instrument, or if no date is specified, on the
date of its execution. Any other Employer which shall be a participating
Employer in the Plan may, with the written consent of the Company, elect
separately to withdraw from the Plan and such withdrawal shall constitute a
termination of the Plan as to it, but it shall continue to be an Employer for
the purposes hereof as to Participants or Beneficiaries to whom it owes
obligations hereunder. Any such withdrawal and termination shall be expressed in
an instrument executed by an officer of the terminating Employer and shall
become effective as of the date designated in such instrument or, if no date is
specified, on the date of its execution. Notwithstanding the foregoing, if an
Employer ceases to exist or is no longer a member of the Controlled Group, such
action shall automatically constitute a termination of the Plan as to such
Employer. Subject to Section 6.4(2), upon any termination of the Plan, each
affected Participant's Supplemental Pension Benefit shall be determined and
distributed to him (or his Beneficiary) as otherwise provided in Article III.
SECTION 6.3. Change in Control. Notwithstanding any provision of this
Plan to the contrary, in the event of a Change in Control of the Company, the
Accumulated Benefits of each Participant shall be immediately payable in an
Actuarially Equivalent lump sum distribution. For purposes of this Section 6.3,
the term "Accumulated Benefit" shall mean, as of any date of determination, the
Actuarial Equivalent lump sum of the benefit that would be payable to a
Participant under this Plan if such person (or, in the case of a designated
Beneficiary, the Pension Plan participant) had separated from service with the
Company on the date of determination (or as of his actual date of separation, if
earlier), and had elected to receive benefits of separation, if earlier), and
had elected to receive benefits in the normal form under
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said Pension Plan as of the later of the date of determination or the first
date on which he would be entitled to benefits from the Pension Plan. In the
event that the Participant has already commenced to receive benefits under this
Plan, said Actuarial Equivalent shall pertain to those benefits which remain to
be paid herefrom.
SECTION 6.4. Effect of Amendment and Termination.
(1) No amendment or termination of the Plan shall, without the
consent of the Participant (or, in the case of his death, his Beneficiary),
adversely affect the amount of the accrued vested Supplemental Pension Benefit
under the Plan of the affected Participant or Beneficiary as such Benefit exists
on the date of such amendment or termination.
(2) Notwithstanding any provision of the Plan to the contrary, in
the event of a termination of the Plan, the Company, in its sole and absolute
discretion, shall have the right to change the time and/or manner of
distribution of Supplemental Pension Benefits, including, without limitation, by
providing for the payment of a single lump sum payment to each Participant or
Beneficiary then entitled to a Supplemental Pension Benefit in an amount equal
to the Actuarial Equivalent of such Benefit, calculated in accordance with the
provisions of Section 3.2(2).
IN WITNESS WHEREOF, the Company has executed this Supplemental Pension
Plan this 9th day of November, 2001.
FLOWERS FOODS, INC.
By: /s/ Jimmy M. Woodward
------------------------------
Name Jimmy M. Woodward
-----------------------------
Title: Vice President and Chief
Financial Officer
-----------------------------
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